New Hampshire § 293-C-11 - Section 293-C:11 Right of Action.

§ 293-C-11. Section 293-C:11 Right of Action.

I. Except in a benefit enforcement proceeding, no person shall bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: (a) Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or (b) Violation of an obligation, duty, or standard of conduct under this chapter. II. A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit. III. A benefit enforcement proceeding shall be commenced or maintained only: (a) Directly by the benefit corporation; or (b) Derivatively in accordance with RSA 293-A:7.40 through RSA 293-A:7.48 by: (1) A person or group of persons that owned beneficially or of record at least 2 percent of the total number of shares of a class or series outstanding at the time of the act or omission complained of; (2) A director; (3) A person or group of persons that owned beneficially or of record 5 percent or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or (4) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation. IV. For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner. V. In an action commenced under this section, if it is determined that a corporation established pursuant to this chapter has failed to pursue a general public benefit or a specific public benefit set forth in its articles of incorporation, the secretary of state may revoke the corporation's status as a benefit corporation under this chapter.